Under the terms of the agreement, SanDisk will pay approximately $307 million in cash and certain equity-based incentive awards to acquire SMART Storage Systems, which is part of the SMART Worldwide Holdings portfolio of companies, acquired in 2011 by two related investment funds of Silver Lake. The transaction, which has been approved by the boards of directors of both companies, is subject to customary closing conditions, including regulatory review and approval, and it is expected to close in August, 2013. Approximately 250 employees of SMART Storage Systems will join SanDisk at the close of the transaction.

"SanDisk is excited to build upon its leadership position with its fourth acquisition in the enterprise storage market," said Sumit Sadana, executive vice president & chief strategy officer of SanDisk. "This acquisition enables SanDisk to address a $1.6 billion market opportunity in enterprise SATA products, and complements our strong enterprise SAS product portfolio. With this combination, SanDisk will have products qualified with six of the top seven storage OEMs worldwide."

SMART Storage Systems delivered approximately $25M of revenue in its latest quarter ended May 31, 2013, continuing its rapid growth trajectory. The impact of this acquisition is expected to be slightly dilutive to SanDisk's non-GAAP earnings per share in the second half of 2013 and become accretive to earnings in 2014.

About SMART Storage Systems

SMART Storage Systems is a technology leader in the design, development and deployment of current and next-generation enterprise solid-state storage products. Combining leading-edge, enterprise-class design, and proven world-class support, SMART Storage Systems leverages its deep expertise in flash and enterprise storage technology. SMART Storage Systems delivers high-quality, high-reliability solutions to a broad customer base, including tier one storage and server OEMs. In support of these designs, SMART Storage Systems provides award-winning innovations in solid-state storage technology, such as NAND high-endurance Guardian™ technology, to a variety of customers in the enterprise storage, enterprise server, data center, defense and industrial markets. SMART Storage Systems is part of the SMART family of global companies. See www.smartstoragesys.com for more information.

About SMART Worldwide Holdings

The SMART family of global companies are leading designers, manufacturers, and suppliers of electronic subsystems for the most demanding OEMs around the world. The SMART companies have led the way over the past 23 years providing standard and custom products to today's leading global OEMs crossing all major electronic industries. These industries include PC, enterprise and industrial servers, networking, telecom, defense, aerospace, gaming and embedded application markets. Taking innovations from the design stage through manufacturing and delivery, SMART Modular Technologies has developed a comprehensive memory product line that includes DRAM, SRAM and Flash memory in various form factors. SMART Storage Systems offers high-performance, high-capacity SSDs for enterprise storage, enterprise server, data center, defense, aerospace, industrial automation, medical and transportation markets. SMART's presence in the U.S., Europe, Asia and Latin America enables it to provide its customers with proven expertise in international logistics, asset management and supply-chain management worldwide. See www.smartm.com for more information.

About SanDisk

SanDisk Corporation (NAS: SNDK) is a global leader in flash memory storage solutions, from research and development, product design and manufacturing to branding and distribution for OEM and retail channels. Since 1988, SanDisk's innovations in flash memory and storage system technologies have provided customers with new and transformational digital experiences. SanDisk's diverse product portfolio includes flash memory cards and embedded solutions used in smart phones, tablets, digital cameras, camcorders, digital media players and other consumer electronic devices, as well as USB flash drives and solid-state drives (SSD) for the computing market. SanDisk's products are used by consumers and enterprise customers around the world.

SanDisk is a Silicon Valley-based S&P 500 and Fortune 500 company, with more than half its sales outside the United States. For more information, visit www.sandisk.com.

This news release contains certain forward-looking statements, including the expected benefits of our pending acquisition of SMART Storage Systems, the growth of the enterprise storage market, the expected costs of the transaction and its impact on our non-GAAP earnings in fiscal 2013 and 2014, the expected timing of the closing of the acquisition, and the number of employees who are expected to join SanDisk at the closing of the transaction, which are based on our current expectations and are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate and may significantly harm our business, financial condition and results of operations. Risks that may cause these forward-looking statements to be inaccurate include among others: we may not be able to effectively assimilate and integrate SMART Storage Systems operations, personnel, technologies, products and information systems; we may experience delays in the timing and successful integration of SMART Storage Systems and, accordingly, we may not achieve the expected benefits from the acquisition in a timely manner or at all; we may not be able to realize the expected cost savings or other synergies from the acquisition as expected, in a timely manner or at all; we may not be able to maintain and grow or maintain the customer relationships required to achieve our anticipated revenue and margins; SMART Storage Systems' products or technologies may not perform as expected or could fail to meet customer qualification requirements; the enterprise SSD space may not grow as expected; SMART Storage Systems' key personnel may decide not to work for us for a long period after the acquisition, or at all; the integration of SMART Storage Systems' business, personnel and operations may disrupt our ongoing business, distract our management and employees, harm our reputation and increase our expenses; the announcement and pendency of the acquisition may make it more difficult to establish or maintain relationships with employees, customers, suppliers or other business partners; we may incur one-time charges, increased contingent liabilities, adverse tax consequences, depreciation or deferred compensation charges, amortization of intangible assets or impairment of goodwill, which could harm our results of operations; the SMART Storage Systems acquisition may not be consummated due to the failure to satisfy the various conditions to closing, including the need for regulatory approval; and the other risks detailed from time to time under the caption "Risk Factors" and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our Annual and Quarterly Reports on Forms 10-K and 10-Q.